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MedinovaDiagnostic Services Limited

2011 - 2012

th19 ANNUAL REPORT

1of24

Registered Office

6-3-652, 'Kautilya'Somajiguda, Hyderabad - 500 082Ph: 040-23310066, Fax: 23327464

Email: [email protected]

Board of Directors

A Raghava Reddy - Chairman

P K Reddy

S Basu Thakur

D A Srinivas

A Sailaja

Chief Operating Officer

N Ravi Kumar

Auditors

M/s J B Reddy & Co.,Chartered Accountants206, Srinilaya EstatesAmeerpetHyderabad - 500073

1

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Nineteenth Annual General

Meeting of the Members of Medinova Diagnostic Services

Limited will be held on Friday, the 28th September, 2012

at 11.30 a.m at Hotel Green Park, Greenlands, Begumpet,

Hyderabad - 500 016 to transact the following business:

ORDINARY BUSINESS

01. To receive, consider and adopt the Audited Statement

of Profit & Loss for the year ended 31st March, 2012

and the Balance Sheet as at that date together with

the Reports of the Directors and Auditors thereon.

02. To appoint a Director in the place of Sri P K Reddy

who retires by rotation and being eligible, offers himself

for re-appointment.

03. To appoint a Director in the place of Sri D A Srinivas

who retires by rotation and being eligible, offers himself

for re-appointment.

04. To appoint Auditors and fix their remuneration.

NOTES:

01. A Member entitled to attend and vote at the meetingis entitled to appoint a Proxy to attend and vote on a

poll in his stead and the Proxy need not be a Member.The Proxy Forms should be lodged with the Companynot less than 48 hours before the time for holding the

meeting.

02. The Register of Members and the Share Transfer Booksof the Company will be closed from Wednesday the

26th September, 2012 to Friday the 28th September,2012 (both days inclusive).

03. The Members are requested to send their

correspondence, if any, to M/s. XL Softech SystemsLimited, the Registrar and Share Transfer Agent.

By order of the Board

Place : Hyderabad P K Reddy

Date : 14th August, 2012 Director

DIRECTORS ' REPORT

To

The Members of

Medinova Diagnostic Services Ltd,

Your Directors have pleasure in presenting the Nineteenth

Annual Report of your Company together with the audited

accounts for the year ended 31st March, 2012 and Report

of the Auditors thereon.

FINANCIAL & OPERATIONAL RESULTS:

A statement of the financial and operational results of your

Company for the year under review, is furnished hereunder:

(Rupees in Lakhs)

Particulars 2011-2012 2010-2011

Total Income 1306.05 1329.15

Total Expenditure 1257.68 1293.75

Interest 8.97 20.94

Depreciation 58.21 56.44

Profit / (Loss) before (18.81) (41.98)

Exceptional Items and Tax

Exceptional Items 8.48 5.12

Profit / (Loss) before Tax (27.29) (47.10)

Tax relating to prior years 0.00 0.24

Provision for Deferred Tax (0.97) (24.96)

Profit / (Loss) after Tax (26.32) (22.38)

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors hereby confirm that

a) in the preparation of the annual accounts, the

applicable accounting standards had been followed

along with proper explanation relating to material

departures;

b) they have selected such accounting policies and applied

them consistently and made judgments and estimates

that were reasonable and prudent so as to give a true

and fair view of the state of affairs of the Company

at the end of the financial year and of the profit or

loss of the Company for the year under review;

2

c) they have taken proper and sufficient care for the

maintenance of adequate accounting records in

accordance with the provisions of the Companies

Act, 1956 for safeguarding the assets of the Company

and for preventing and detecting fraud and other

irregularities;

d) they have prepared the accounts for the financial year

ended 31st March, 2012 on a `going concern' basis.

OPERATIONS:

During the year the total turnover was Rs.1306.05 lacs and

Net loss after taxes was Rs.26.32 lacs. Eventhough, there is

a marginal drop in turnover when compared to the previous

years’ turnover, during the year, the company had put in

efforts to remain competitive and managed to withstand

the market pressures. The Centres were upgraded by

acquiring new CT Machine, Digital X-ray & Ultrasound

Scanners.

DIVIDEND:

In view of the loss, your directors have not recommended

any dividend on the paid up equity share capital of the

company, for the year.

DIRECTORS:

Sri P. K. Reddy and Sri. D. A. Srinivas, Directors retire by

rotation and being eligible, offer themselves for re-

appointment.

AUDIT COMMITTEE:

The Audit Committee consists of Sri A Raghava Reddy,

Sri P K Reddy and Smt. A Sailaja. Sri P K Reddy is the

Chairman of the Audit Committee. The Committee met

four times during the financial year 2011-12 and reviewed

the financial results and statements, internal control

procedures, accounting procedures etc.

AUDITORS:

M/s. J B Reddy & Co., Auditors of your Company, retire at

the ensuing Annual General Meeting and being eligible,

offer themselves for re-appointment.

With regard to the Auditors' observation on delays in

making payments towards Income Tax dues, ESI and

Provident Fund contributions, necessary corrective steps

have been taken to remit the amount regularly. Part of

statutory dues, as observed by the Auditors, have already

been cleared.

PUBLIC DEPOSITS:

During the year, the company has not accepted any deposits

in the nature of public deposits.

PARTICULARS OF EMPLOYEES:

None of the Employees is in receipt of remuneration

exceeding the limits as prescribed under Section 217(2A)

of the Companies Act, 1956 read with Companies

(Particulars of Employees) Rules, 1975.

PARTICULARS RELATING TO CONSERVATION OF

ENERGY ETC.,

The particulars of conservation of energy and technology

absorption as required to be furnished under Sec. 217(1)(e)

of the Companies Act, 1956 read with relevant rules

thereunder, are not applicable to your Company.

The Company has not earned any foreign exchange during

the year. Also, during the year, there was no foreign

exchange used.

CORPORATE GOVERNANCE :

A report on the Corporate Governance together with the

Management Discussion & Analysis and the Auditor's

Certificate on compliance with the conditions of Corporate

Governance under clause 49 of listing agreement, is given

in the Annexure.

ACKNOWLEDGMENTS:

Your Directors express their gratitude to all the Banks,

various Government Agencies and the Investors of the

Company, for their support and cooperation. Your Directors

also place on record appreciation for all the employees of

your company for their contribution.

for and on behalf of the Board


Date : 14th August, 2012 Director

3

ANNEXURE TO DIRECTORS’ REPORT

MANAGEMENT DISCUSSION & ANALYSIS

Industry Overview:

The Diagnostic Market of India has been witnessing rapid growthon account of high prevalence of growing diseases. So far, thediagnostic sector in India has been dominated by local players;however, the Dynamics for this sector in India are now readyfor a re-vamp with the entry of large foreign players and bigplayers of India.

According to the recent study it is observed that the growth ofDiagnostic Centre market in India is not very healthy one as itis more skewed towards metro and big cities; whereas the semiurban and rural area have still remained unpenetrated and thatis the untapped area, which needs to be cultivated withorganized efforts. The small players, who are ruling the roostin those areas have to make the way for the organized playersto come in. This process is being expedited as the Governmentof India has also enacted the ‘National Clinical EstablishmentAct, 2010’, which makes registration and quality compliancemandatory for laboratories and diagnostic centers.

Government is also taking initiatives in boosting up thehealthcare sector by entering into Public-Private-Partnership.The Private diagnostic players will find it less difficult to enterrural market by entering into Partnership with Government andexpand at larger scale.

Thus the benefits of latest medical technology can help thepeople of the country at large.

Company’s Performance:

Diagnostic Services industry has been undergoing throughchanges over the years. Large Centres are competing withmany small centres resulting in less margin in the operationalthough it needs more investment to maintain quality. YourCompany’s approach towards the satisfaction of the patientshas kept them ahead of others in terms of goodwill.

The turnover during the year 2011-12 was Rs.1306.05 lacs,which is slightly less than that of the previous year. The lossafter tax was Rs.26.32 lacs during the year.

Risk Management:

Risk is always involved in any business. Diagnostic Servicesbusiness is no exception to it. However, your Company withits vast experience in this field are able to evaluate and analyzethe risks from time-to-time and taking appropriate measures inovercoming the same.

Future Outlook:

Diagnostic Services business in India has become matured overthe years. Standalone Diagnostic Centres are now divided intotwo very clear categories – One will have the facilities ofRadiology, Lab, Cardiology etc., and the other one is only withexclusive Laboratories. However, your company pioneeredthe concept of all diagnostic facilities under one roof and it willcontinue to be bracketed in the same category in future also.

S W O T:

1. Pan India presence; Brand image is quite strong.

2. Retention of Human Resources with less attrition rate; astrong relationship.

3. ‘Quality’ is the key word which is being followed by thecompany religiously; strong bonding with the patients.

4. New entrants with huge investment posing threats.

CORPORATE GOVERNANCE

The Company's philosophy on Code of Corporate Governance:

The Company believes in fair business and Corporate Practiceswhile dealing with all the shareholders, customers and others.The Company believes in discharging its statutory obligationsand duties to its best ability.

Board of Directors:

The Board of the Company consists of five Directors.

Composition of Directors is as follows:Sri A Raghava Reddy : Chairman

Sri P K Reddy : Director

Sri S Basu Thakur : Director

Sri D A Srinivas : Director

Smt. A. Sailaja : Director

Board Procedure:

During the Financial Year 2011-12, five meetings of the Boardwere held. The details of Board, Audit Committee andShareholders/Investors Grievance Committee Meetings heldduring the year 2011-12 are given below:

Date of the Total TotalMeeting Members Members

Attended

1. Board Meeting

12.05.2011 5 4

12.08.2011 5 4

14.11.2011 5 4

09.01.2012 5 4

08.02.2012 5 3

2. Audit Committee

12.05.2011 3 3

12.08.2011 3 3

14.11.2011 3 3

08.02.2012 3 2

3. Shareholders / InvestorsGrievance Committee

14.05.2011, 31.05.2011}

30.06.2011, 30.07.2011} 2 2

18.01.2012}

4

The details of the attendance of each Director at the BoardMeetings and the last AGM held during the year 2011-12 aregiven below:

Name of the Attendance at AGMDirector Board Meeting Yes/No

Sri A Raghava Reddy 4 Yes

Sri P K Reddy 5 Yes

Sri S Basu Thakur 5 Yes

Sri D A Srinivas Nil No

Smt. A Sailaja 5 No

Audit Committee:-

The Committee consists of Sri A Raghava Reddy, Director, SriP K Reddy, Director and Smt. A Sailaja, Director. Sri P K Reddyis the chairman of the Committee.

The Audit Committee met four times during the year.

Remuneration Committee:-

No separate remuneration committee was formed. None ofthe Directors is paid any remuneration other than sitting feesfor the Board meetings attended.

Shareholders / Investors Grievance Committee:-

The Shareholders / Investors Grievance Committee consists ofSri A Raghava Reddy, Chairman and Sri S Basu Thakur,Director. The Committee met five times during the year. Therewere no complaints outstanding as on 31.03.2012. Sri N RaviKumar, Chief Operating Officer is the compliance officer.

General Body Meeting:-

The details of location and time of last three Annual General

Meetings are given below:-

Year Location Date Time

2008-2009 Hotel Green Park, 29th Sept., 11.30 A.M

Greenlands, 2009

Begumpet, Hyderabad


Greenlands, 2010

Begumpet, Hyderabad


Greenlands, 2011

Begumpet, Hyderabad

There was no special resolution put through postal ballot.

Disclosures:-

a) No transaction of material nature has been entered intoby the Company with its promoters, Directors or theManagement, their successors, relatives etc., that mayhave potential conflict with the interest of the Company atlarge. For the details of other transactions and pasttransactions with deemed related parties, the membersattention is invited to Note no. 29 in the Notes FormingPart of Financial Statements.

b) The details of Non-compliance by the Company:- Exceptfor suspension of the trading in the shares of the Companyby the Bombay Stock Exchange Ltd, Mumbai due to delayin payment of Annual Listing Fees, there were no instancesof Non-compliance or penalty, strictures passed on theCompany by the Stock Exchange or SEBI or any StatutoryAuthority on any matter related to the Capital Marketsduring the last three years.

CEO/CFO Certification:

In accordance with the provisions of Clause 49(v) of the listingagreement, the Chief Operating Officer of the Company hasfurnished the requisite certificate to the Board of Directors, theAudit Committee and the Auditors.

Means of Communication:

The quarterly and half yearly results of the Company werepublished during the Financial Year under review in theNews Papers namely, Financial Express & Andhra Prabha.

General Shareholders Information:

The Nineteenth Annual General Meeting will be held onFriday, the 28th September, 2012 at 11.30 a.m at HOTELGREEN PARK, GREEN LANDS, BEGUMPET, HYDERABAD- 500 016.

Date of Book Closure:

The Company's Share Transfer Books will remain closed fromWednesday, the 26th September, 2012 to Friday, the 28thSeptember, 2012 (both days inclusive) for purpose of AnnualGeneral Meeting for the Financial Year ended 31st March,2012.

Listing on Stock Exchanges:

The Company's shares are presently listed on the Bombay StockExchange Ltd, Mumbai. The address of the Stock Exchange isgiven below:

Stock Code:

(In BSE) 526301AddressThe Bombay Stock Phiroze Jeejeebhoy Towers,Exchange Ltd. Dalal Street, Mumbai - 400 001.

Market Price Data : Not available

Distribution of Shareholdings as on 31.03.2012 (IncludingDematerialized Shares):No. of equity % ofShares held share capital

upto 500 18.26

501 – 1000 2.56

1001 – 2000 1.62

2001 – 3000 0.53

3001 – 4000 0.42

4001 – 5000 0.29

5001 – 10000 1.45

10001 and above 74.87

TOTAL 100.00

5

Dematerialization of Shares:

The Company's equity shares are included in the list ofCompanies whose scrips have been mandated by SEBI forsettlement only in dematerialized form by all investors.

Registrar and Transfer Agents:

The Company has appointed M/s XL Softech Systems Ltd. asa Common Transfer Agent for demat of shares. Address: M/sXL Softech Systems Ltd., 3 Sagar Society, Road No.2, BanjaraHills, Hyderabad-500 034.

Investor Correspondence:

Any query relating to shares and requests for transactions suchas transfers, transmissions and nomination facilities, duplicateshare certificates, change of address, non-receipt of dividend/Annual Report, as also regarding dematerialization of sharesmay please be taken up with the Company's Registrar andTransfer Agent :

Address: XL Softech Systems Ltd. 3, Sagar Society,

Road No.2, Banjara Hills, Hyderabad - 500 034

Phone No(s): 040-23545913 / 14 / 15.

Email: [email protected].

Medinova Centres :

Hyderabad : 6-3-652, Anand Chambers,

Somajiguda, Hyderabad - 500 082

Phone Nos: 040-23311122 / 33.


Bangalore : 55, Infantry Road, Bangalore - 560 001

Phone Nos: 080-22868423 / 22860513.


Pune : 1319, Junglee Maharaj Road, Shivajinagar,Pune – 411 005.

Ph.Nos: 020-25534987 / 25533731


Kolkata : 1, Sarat Chatterjee Avenue, Kolkata - 700 029

Phone Nos: 033-24660780 / 24661780.


Auditors' Certificate on Corporate Governance:

As required by Clause 49 of the Listing Agreement, the Auditors'Certificate is given as an annexure to the Directors' Report.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Medinova Diagnostic Services Limited.

We have examined the compliance of conditions of Corporate Governance by Medinova Diagnostic Services Limited, for the year ended

March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was

carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing

Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted

by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, except for the suspension of the trading

in the shares of the Company by the Bombay Stock Exchange Ltd, Mumbai due to delay in payment of listing fees, we certify that the

Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with

which the management has conducted the affairs of the Company.

for J B REDDY & CO.,Chartered Accountants

Firm Regn. No. 003256S

Place : Hyderabad A V REDDYDate : 14th August, 2012 Partner

M.No. 23983

DECLARATION ON CODE OF CONDUCT

This is to confirm that the Board has laid down a Code of Conduct for all Directors and Senior Management Personnel of the Company.

It is further confirmed that all Directors and Senior Management Personnel of the company have affirmed compliance with the Code

of Conduct of the Company for the financial year ended 31st March, 2012 as envisaged in clause 49 of the Listing Agreement with

Stock Exchange.


Date : 15th May, 2012 Director

6

INDEPENDENT AUDITORS' REPORTTo

The Members of

Medinova Diagnostic Services Limited,

Report on the Financial Statements

We have audited the accompanying financial statements of

MEDINOVA DIAGNOSTIC SERVICES LIMITED (“the

Company”), which comprise the Balance Sheet as at 31st

March, 2012, the Profit and Loss Statement and the Cash Flow

Statement for the year then ended and a summary of the

significant accounting policies and other explanatory

information.

Management’s Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial

statements that give a true and fair view of the financial position,

financial performance and cash flows of the Company in

accordance with the accounting principles generally accepted

in India, including Accounting Standards referred to in sub-

section (3C) of section 211 of the Companies Act, 1956 (“the

Act”). This responsibility includes the design, implementation

and maintenance of internal controls relevant to the preparation

and presentation of the financial statements that give a true

and fair view and are free from material misstatement, whether

due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in

accordance with the Standards on Auditing issued by the

Institute of Chartered Accountants of India. Those Standards

require that we comply with the ethical requirements and plan

and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the financial

statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud

or error. In making those risk assessments, the auditor considers

the internal controls relevant to the Company’s preparation and

fair presentation of the financial statements in order to design

audit procedures that are appropriate in the circumstances. An

audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the

accounting estimates made by the Management, as well as

evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according

to the explanations given to us, the financial statements give

the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting

principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of

the Company as at 31st March, 2012;

b) in the case of the Statement of Profit and Loss, of the Loss

of the Company for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows

of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order,

2003(“the Order”) issued by the Central Government in

terms of sub-section (4A) of section 227 of the Act, we give

in the Annexure a statement on the matters specified in

paragraphs 4 and 5 of the Order.

2) As required by sub-section (3) of section 227 of the Act, we

report that:

a) We have obtained all the information and explanations

which to the best of our knowledge and belief were

necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by

law have been kept by the Company so far as it appears

from our examination of those books.

c) The Balance Sheet, Profit and Loss Statement, and the

Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of

Profit and Loss, and the Cash Flow Statement comply

with the Accounting Standards referred to in sub-section

(3C) of section 211 of the Act.

e) On the basis of the written representations received from

the directors as on 31st March, 2012 taken on record

by the Board of Directors, none of the directors is

disqualified as on 31st March, 2012 from being

appointed as a director in terms of clause (g) of sub-

section (1) of section 274 of the Act.

for J B REDDY & CO.,Chartered Accountants


Place : Hyderabad A V REDDYDate : 14th August, 2012 Partner

M.No. 23983

7

Annexure referred to in paragraph 1under the heading “Report on otherlegal and regulatory requirements” ofour report of even date

i) a. The Company has maintained proper records

showing full particulars, including quantitative details

and situation of fixed assets.

b. All fixed assets have not been physically verified by

the Management during the year but there is a

regular programme of verification which, in our

opinion, is reasonable having regard to the size of

the Company and the nature of its Assets. No

material discrepancies were noticed on such

verification.

c. There was no substantial disposal of Fixed Assets

during the Year.

ii) a. The Management has conducted physical

verification of inventory at reasonable intervals

during the year.

b. The procedures of physical verification of inventory

followed by the management are reasonable and

adequate in relation to the size of the Company

and the nature of its business.

c. The Company is maintaining proper records of

inventory and no material discrepancies were

noticed on physical verification.

iii) a. The Company had taken Loans from three parties

covered in the Register maintained under section

301 of the Companies Act, 1956. The maximum

amount involved during the year and the year end

balance was Rs.16,06,56,290/-. The said loans/

advances are interest free and other terms and

conditions on which the said loans/ advances were

obtained are not prima facie prejudicial to the

interest of the Company. As per the information and

explanations given to us, there are no specific

conditions as to repayment of these loans.

b. The Company had granted inter-corporate loans,

unsecured loans (including the balances in current

account under loans and advances) to a Company

listed in the register maintained under Section 301

of the Companies Act, 1956. The maximum

amount involved in these transactions during the

year was Rs.12,73,06,918/- and the year-end

balance of the said Loans & Advances was

Rs.12,52,21,007/-. As per the information and

explanations given to us, in view of the settlement

arrangement reached with the said Company, no

further interest is to be charged on the dues w.e.f

1st April, 2004 and the said dues are to be repaid

by the said Company in a phased manner.

iv) In our opinion, there are adequate internal control

procedures commensurate with the size of the

company and the nature of it's business, with

regard to purchase of inventory and fixed assets

and with regard to sale of Services. During the

course of our audit no major weaknesses have been

noticed in internal controls in these areas.

v) a. According to the information and explanations given

to us, we are of the opinion that the transactions

that need to be entered into the register maintained

under section 301 of the Companies Act, 1956 have

been so entered.

b. In our opinion and according to the information

and explanations given to us, the transactions

made in pursuance of contracts or arrangements

entered in the register maintained under section 301

of the Companies Act, 1956 and have been made

at prices which are reasonable having regard to

prevailing market prices at the relevant time.

vi) In our opinion and according to the information

and explanations given to us, during the year

under audit, the Company has not accepted any

deposits in the nature of public Deposits.

vii) In our opinion, the company has an internal audit

system commensurate with its size and nature of its

business.

viii The Central Government has not prescribed

maintenance of cost records by the Company

under section 209(1)(d) of the Companies Act, 1956

for any of it's products.

8

ix a. The provisions of Sales Tax, Excise Duty, Cess and

others are not applicable to the company. However,

the Company is not regular in depositing the

Provident Fund and Employees’ State Insurance

Contributions & Income tax Dues.

b. According to the information and explanations given

to us excepting an amount of Rs.25,06,574/-

representing Provident Fund and ESI Contributions

& Income Tax dues, there were no other undisputed

statutory dues outstanding, at the year end for a

period of more than six months from the date they

became payable.

c. According to the records of the Company and on

the basis of the information and explanations given

to us, there are no dues of Sales-tax, Income-

tax, Custom Duty, Wealth tax, Excise Duty, Service

Tax & Cess which have not been deposited on

account of any dispute, excepting the interest on

Provident Fund as per the details given hereunder.

————————————————————––––––––

Name of Amount Period to Forum where

the (Rs.in which the dispute is

Statute lakhs) amount pending

relates

————————————————————––––––––

Employees 5.61 1998-2001 Employees

Provident Provident Fund

Fund Appellate

Act,1952 Tribunal,

New Delhi.

————————————————————––––––––

x) The accumulated losses of the Company at the end

of the Financial Year are more than Fifty percent of

its net worth. The Company has not incurred cash

losses during the financial year and in the

immediately preceding Financial Year.

xi) The company has not defaulted in repayment of

dues to Financical Institutions, Banks and Debenture

Holders..

xii) The Company has not granted any loans or

advances on the basis of security by the way of

pledge of shares, debentures or other securities.

xiii) In our opinion, the Company is not a chit fund,

nidhi or mutual benefit fund / society. Therefore,

the provisions of Clause 4 (xiii) of the order are not

applicable.

xiv) In our opinion, and according to the information

and explanations given to us, the company is not

dealing or trading in shares, securities, debentures

and other investments. Accordingly, the provisions

of Clause 4 (xiv) of the order are not applicable to

the Company.

xv) The Company has not given any guarantee for loans

taken by others from Banks or Financial Institutions.

xvi) The provisions of Clause (xvi) is not applicable to

the Company during the year under consideration

since there are no term loans outstanding as at the

year end.

xvii) The funds raised on short term basis have not

been used for long term investment and whereas

part of long term funds were used for working

capital requirement of the company.

xviii) The Company has not made, during the year, any

preferential allotment of shares to parties and

companies covered in the Register maintained

under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures and

hence creation of securities or charge for debentures

does not arise.

xx) During the year, the company has not raised any

money by way of public issue. Hence other matters

specified in the Clause are not applicable to the

Company.

xxi) As per the checks carried out by us, no fraud on or

by the company has been noticed or reported during

the year under report.

for J B REDDY & CO.,

Chartered Accountants


Place : Hyderabad A V REDDY

Date : 14th August, 2012 Partner

M.No. 23983

9

As per our report of even date

for JB REDDY & CO.,Chartered AccountantsFirm Regn. No. 003256S

A V REDDYPartnerM.No. 23983

Place : HyderabadDate : 14th August, 2012


P K REDDY S BASU THAKUR

Director Director

N RAVIKUMAR


BALANCE SHEET AS AT MARCH 31, 2012Particulars Note As at As at

No. 31st March 2012 31st March 2011

(Rupees) (Rupees) I EQUITY & LIABILITIES1. Shareholders' Funds

a) Share Capital 2 9,45,68,400 9,45,68,400b) Reserves and Surplus 3 (12,38,28,794) (12,11,96,781)

Sub-Total (2,92,60,394) (2,66,28,381)

2. Non-Current Liabilitiesa) Long Term Borrowings 4 16,06,56,290 15,96,29,679b) Other Long Term Liabilities 5 4,14,474 2,06,198c) Long Term Provisions 6 19,027 0.00

Sub-Total 16,10,89,791 15,98,35,877

3. Current Liabilitiesa) Short-Term Borrowings 7 3,83,715 4,03,203b) Trade Payables 8 84,69,593 65,99,615c) Other Current Liabilities 9 9,17,99,867 9,14,67,306d) Short-Term Provisions 10 34,20,906 49,55,508

Sub-Total 10,40,74,081 10,34,25,632

TOTAL 23,59,03,478 23,66,33,128II ASSETS1. Non-Current Assets

a) Fixed Assetsi) Tangible Assets 11 6,10,08,897 5,80,26,767ii) Capital Work-in-Progress 44,42,629 51,54,607

b) Deferred Tax Assets (Net) 12 2,13,295 1,15,927c) Long Term Loans & Advances 13 12,02,12,167 12,52,21,007d) Other Non-Current Assets 14 7,77,538 7,77,538

Sub-Total 18,66,54,526 18,92,95,846

2. Current Assetsa) Inventories 15 58,45,258 80,97,880b) Trade Receivables 16 2,03,84,216 2,35,09,802c) Cash and Cash equivalents 17 10,38,460 5,06,825d) Short Term Loans and Advances 18 2,19,81,018 1,52,22,775

Sub-Total 4,92,48,952 4,73,37,282

TOTAL 23,59,03,478 23,66,33,128

Significant Accounting Policies 1

10







Director Director

N RAVIKUMAR


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2012

Particulars Note For the Year ended For the Year ended

No. 31st March 2012 31st March 2011

(Rupees) (Rupees)

I Revenue from Operations 19 12,96,12,258 13,20,85,161

II Other Income 20 9,93,334 8,29,949

III Total Revenue (I+II) 13,06,05,592 13,29,15,110

IV Expenses:

Cost of Materials Consumed 21 1,59,68,188 1,53,00,377

Employee Benefits Expense 22 2,32,85,889 2,55,13,350

Finance Costs 23 8,97,564 20,94,108

Depreciation 11 58,21,571 56,44,350

Other Expenses 24 8,65,13,945 8,85,61,267

Total Expenses 13,24,87,157 13,71,13,452

V Profit / (Loss) Before Exceptional Items and Tax (III-IV) (18,81,565) (41,98,342)

VI Exceptional Items 25 8,47,816 5,11,834

VII Profit / (Loss) Before Tax (V-VI) (27,29,381) (47,10,176)

VIII Tax Expenses:

Tax relating to prior years - 24,640

Deferred Tax 12 (97,368) (24,95,978)

IX Profit / (Loss) for the Year (VII-VIII) (26,32,013) (22,38,838)

X Earnings per Equity Share:

Basic & Diluted (0.28) (0.24)

Significant Accounting Policies 1

11







Director Director

N RAVIKUMAR


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012For the year For the year

ended 31.03.2012 ended 31.03.2011

(Rupees in lakhs) (Rupees in lakhs)

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit / (Loss) Before Tax (27.29) (47.10)

Adjustments for:

Depreciation 58.21 56.44

Interest Income (0.19) (0.80)

Interest Expenditure 8.97 20.94

Loss on sale of fixed assets 8.48 5.11

Operating Profit before Working Capital Changes 48.18 34.59

Adjustment for:

Inventories 22.53 11.03

Trade Receivables 31.25 (13.25)

Short Term Loans & Advances (67.58) 70.66

Other Long Term Liabilities 2.08 1.58

Trade Payables 18.70 46.83

Other Current Liabilities 3.32 (107.28)

Short Term Provisions (15.35) 4.87

Long Term Provisions 0.19 0.00

Cash generated from Operations 43.32 49.03

Taxes Paid 0.00 0.24

Net Cash from Operating Activities 43.32 48.79

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed assets (103.21) (71.33)

Sale of fixed assets 6.70 5.34

Decrease in Capiltal Work-In-Progress 7.12 0.00

Interest Received 0.19 0.80

Net Cash from in Investing Activities (89.20) (65.19)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in Long Term borrowings 10.26 32.71

Decrease in Short Term borrowings (0.19) (20.13)

Decrease in Long Term Loans & Advances 50.09 20.86

Interest paid (8.97) (20.94)

Net cash flow from finanaceing activities 51.19 12.50

Net Increase / (Decrease) in cash and cash equivalents (A+B+C) 5.31 (3.90)

Cash and Cash equivalents as at the beginning of the year 5.07 8.97

Cash and Cash equivalents as at the end of the year 10.38 5.07

12

1 SIGNIFICANT ACCOUNTING POLICIES

1.1 BASIS OF PREPARATION

The Financial Statements of the Company have been

prepared in accordance with the accounting principles

generally accepted in India. The Company has prepared

these Financial Statements to comply in all material

respects with the Accounting Standards Notified under

the Companies (accounting Standard Rules, 2006 as

amended) and relevant provisions of the Companies Act,

1956. The financial statements have been prepared on

an accrual basis and under the historical cost convention.

The Accounting Policies adopted in the Financial

Statements are consistent with those of previous year

except for the change in accounting policy explained

below:

1.2 CHANGES IN ACCOUNTING POLICY

During the year ended March 31st 2012, the revised

Schedule VI notified under the Companies Act, 1956 has

become applicable to the Company for preparation and

presentation of its Financial Statements. The adoption of

revised schedule VI does not impact recognition and

measurement principles followed for preparation of

Financial Statements. However, it has significant impact

on presentation and disclosures made in the Financial

Statements. The Company has also reclassified the

previous year figures in accordance with the requirements

applicable in the current year.

1.3 USE OF ESTIMATES

The Preparation of financial statements in conformity with

generally accepted accounting principles in India requires

the management to make judgments, estimates and

assumptions that affect the reported amounts of revenues,

expenses, assets and liabilities and the disclosure of

contingent liabilities, at the end of the reporting period.

Although, these estimates are based on the management’s

best knowledge of current events and actions, uncertainty

about these assumptions and estimates could result in

the outcomes requiring material adjustments to the

carrying amounts of assets or liabilities in future periods.

1.4 REVENUE RECOGNITION

All Income and expenditure are accounted on accrual

basis. The Members Subscriptions under the Gold Card

Plus Scheme are being accounted as income,

proportionately over the scheme period of Five Years.

Income from Service Benefit scheme is being accounted

in the year of utilization of services.

1.5 FIXED ASSETS AND DEPRECIATION

Fixed Assets are valued at Cost less Depreciation.

The carrying amount of fixed assets are reviewed at each

balance sheet date to assess whether they are recorded

in excess of their recoverable amounts, and where carrying

values exceed the estimated recoverable amount, assets

are written down to their recoverable amount.

Depreciation is provided on straight line basis as per the

rates prescribed in Schedule XIV of the Companies Act,

1956.

1.6 IMPAIRMENT OF ASSETS

The company determines whether there is any indication

of impairment of the carrying amount of its assets. The

recoverable amount of such assets are estimated, if any

indication exists and impairment loss is recognized

wherever the carrying amount of the assets exceeds its

recoverable amount.

1.7 INVENTORIES

Inventories are carried at lower of cost and net realizable

value. Cost is determined on First-in-First-out basis.

1.8 EMPLOYEE BENEFITS

i) Contribution to Provident Fund is recognized as an

expenditure on accrual basis.

ii) The Company has an obligation towards gratuity, a

defined benefit retirement plan covering eligible

employees. The plan provides for a lump sum

payment to vested employees on retirement, death

while in employment or on termination of

employment in an amount equivalent to 15 days

salary payable for each completed year of service.

Vesting occurs upon completion of five years of

service. The Gratuity plan of the entity is an

unfunded plan. The company accounts for the

liability for future Gratuity benefits on the basis of

an independent actuarial valuation.

iii) Leave encashment is not categorized as a retirement

benefit, as the company is in the practice of paying

the leave encashment benefit every year.

1.9 LEASES

Leases, where the lesser retains substantially all the risks

and rewards incidental to the ownership are classified as

operating leases. Operating lease payments consisting of

Rentals for the premises taken on lease are recognized as

an expense in Statement of profit & loss on straight line

basis over the lease term.

1.10 INCOME TAXES

Tax expenses comprise current and deferred tax. Current

income tax is measured at the amount expected to be

paid to the tax authorities in accordance with the Income

tax Act, 1961. The tax rates and tax laws used to compute

the amount are those that are enacted at the reporting

date.

Deferred income taxes reflect the impact of current year

timing differences between taxable income and

accounting income for the year and reversal of timing

differences of earlier years. Deferred tax is measured based

on the tax rates and the tax laws enacted or substantively

enacted at the balance sheet date.

NOTES FORMING PART OF FINANCIAL STATEMENTS

13

Note As at As atNo. Particulars 31.03.2012 31.03.2011

(Rupees) (Rupees)

2 SHARE CAPITAL

Authorised:

1,00,00,000 Equity Shares of Rs.10/- each 10,00,00,000 10,00,00,000

Issued, Subscribed and Paidup:

94,81,640 Equity Shares of Rs.10/- each 9,48,16,400 9,48,16,400

Subcribed and called up in full

Less: Allotment Money Arrears 2,48,000 2,48,000

Total 9,45,68,400 9,45,68,400

a) Reconciliation of number of shares:

Shares outstanding as at 1st April,2011/1st April,2010 94,81,640 94,81,640

Shares outstanding as at 1st April,2012/1st April,2011 94,81,640 94,81,640

b) List of share holders holding more than 5% of the

total number of shares issued by the company:

- Standard Medical & Pharmaceuticals Limited 27,50,220 27,50,220

- Harvins Constructions Private Limited 9,76,600 9,76,600

- Bhanu Cerglaze Private Limited 6,00,000 6,00,000

- Prontosil Pharmaceuticals Private Limited 5,00,000 5,00,000

- Vamsi Farms Private Limited 5,00,000 5,00,000

- Harvins Marine Products Private Limited 5,00,000 5,00,000

- 3A Capital Services Limited 4,81,250 4,81,250

3 RESERVES & SURPLUS

a) General Reserve 62,45,547 62,45,547

b) Surplus / (Deficit) in Statement of Profit & Loss

Opening Balance (12,74,42,328) (12,52,03,490)

Add: Profit / (Loss) for the year (26,32,013) (22,38,838)

Closing Balance (13,00,74,341) (12,74,42,328)

Total (12,38,28,794) (12,11,96,781)

4 LONG-TERM BORROWINGS

Loans & Advances from Companies (Unsecured) 16,06,56,290 15,96,29,679

Total 16,06,56,290 15,96,29,679

There are no specific terms and conditions as to repayment of the above said loans.

14

Note As at As atNo. Particulars 31.03.2012 31.03.2011

(Rupees) (Rupees)

5 OTHER LONG-TERM LIABILITIES (Unsecured)

Member's Subcription Under

Gold Card Plus Scheme 4,14,474 2,06,198

Total 4,14,474 2,06,198

6 LONG-TERM PROVISIONS

Provision for Gratuity 19,027 0

Total 19,027 0

7 SHORT-TERM BORROWINGS

Secured Loan repayable on Demand to Bank

- Working Capital Loan 3,83,715 4,03,203

Total 3,83,715 4,03,203

Working capital loan from a Scheduled Bank is secured by hypothecation of stocks, book debts and machinery.

The said loan is further guaranteed by personal guarantee of a director of the company.

8 TRADE PAYABLES

Trade Payables 84,69,593 65,99,615

Refer Note No. 33

Total 84,69,593 65,99,615

9 OTHER CURRENT LIABILITIES

Membership Deposits 6,57,68,789 7,02,03,242

Member's Subcription Under

- Gold Card Plus 2,39,724 2,23,748

- Service Benefit Scheme 46,30,837 61,47,857

Statutory Dues 50,12,788 46,05,742

Outstanding Expenses 1,19,55,564 70,72,945

Other Liabilities 41,92,165 32,13,772

Total 9,17,99,867 9,14,67,306

10 SHORT-TERM PROVISIONS

Provision for Gratuity 34,20,906 49,55,508

Total 34,20,906 49,55,508

15

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Note As at As at

No. Particulars 31.03.2012 31.03.2011(Rupees) (Rupees)

12 DEFERRED TAX ASSETS (NET)Deferred Tax Asset:Losses 57,14,915 69,02,939Disallowances under the income tax Act,1961 29,78,820 23,79,578

86,93,735 92,82,517Less : Deferred Tax LiabilityRelated to Fixed assets 84,80,440 91,66,590

Total 2,13,295 1,15,927

13 LONG-TERM LOANS & ADVANCESLoans & Advances to Related Parties (Unsecured)# 12,02,12,167 12,52,21,007

Total 12,02,12,167 12,52,21,007

# Refer to Note Nos. 29 & 30.

14 OTHER NON-CURRENT ASSETSMat Credit Entitlement 7,77,538 7,77,538

Total 7,77,538 7,77,538

15 INVENTORIES(at lower of cost or net realisable value)Films 2,21,576 5,83,325Chemicals 15,92,594 26,88,290Medicines 6,83,034 10,16,150Consumables 7,78,714 8,91,804Stores & Spares 16,12,819 19,51,386Stationery 6,83,945 6,89,847Others 2,72,576 2,77,078

Total 58,45,258 80,97,880

16 TRADE RECEIVABLESUnsecured, Considered Good 2,03,84,216 2,35,09,802

Total 2,03,84,216 2,35,09,802

Trade Receivables of Rs.93,76,739/- (Previous Year: Rs.1,10,49,607/-) is outstanding for a period exceeding sixmonths from the date they are due for payment

17 CASH AND CASH EQUIVALENTSBalances with Scheduled Banks in Current Accounts 7,97,721 3,31,193Cash on Hand 2,40,739 1,75,632

Total 10,38,460 5,06,825

18 SHORT-TERM LOANS & ADVANCES(Unsecured, Considered Good)Loans & Advances to Related Parties# 50,08,840 20,85,911Deposits with/Receivables from Statutory/Govt. Authorities 90,60,448 62,77,262Other Deposits 39,45,784 22,32,443Prepaid Expenses 35,626 1,43,398Rent Deposit 35,52,913 35,52,913Advance for Supplies & Expenses 3,77,407 9,30,848

Total 2,19,81,018 1,52,22,775

# Refer to Note Nos. 29 & 30.

16

Note For the Year For the Year

No. Particulars ended 31.03.2012 ended 31.03.2011

(Rupees) (Rupees)

1 9 REVENUE FROM OPERATIONS

Diagnostic Centre Receipts 12,86,42,170 13,07,95,366

Members Subcriptions under Gold Card Plus Scheme 3,35,748 5,66,439

Franchise Royalty & Service Charges 4,13,940 4,21,356

Training Fee Receipts 2,20,400 3,02,000

Total 12,96,12,258 13,20,85,161

2 0 OTHER INCOME

Service Charges 4,39,060 4,63,010

Interest Income 18,724 80,461

Miscellaneous Income 5,35,550 2,86,478

Total 9,93,334 8,29,949

2 1 COST OF MATERIALS CONSUMED

Films 25,86,904 26,60,243

Chemicals 89,94,691 82,82,618

Medicines 12,18,611 14,43,290

Consumables 25,74,002 24,49,421

Others 5,93,980 4,64,805

Total 1,59,68,188 1,53,00,377

2 2 EMPLOYEE BENEFIT EXPENSE

Salaries, Bonus and other Allowances 2,06,35,827 2,20,28,908

Contribution to Provident and other Funds 16,86,907 17,31,277

Gratuity 1,86,166 9,37,602

Staff Welfare 7,76,989 8,15,563

Total 2,32,85,889 2,55,13,350

17

18

Note For the Year For the Year

No. Particulars ended 31.03.2012 ended 31.03.2011

(Rupees) (Rupees)

23 FINANCE COSTS

Interest 5,06,070 17,76,529

Bank Charges 3,91,494 3,17,579

Total 8,97,564 20,94,108

24 OTHER EXPENSES

Electricity and Fuel Charges 56,12,191 59,63,695

Repairs & Maintenance

- Plant & Machinery 51,00,001 56,32,073

- Buildings 17,242 52,000

Rent 88,38,283 94,37,403

Rates and taxes 2,72,586 1,72,541

Printing and Stationery 15,79,817 16,70,918

Postage, Telephones & Trunk Calls 9,75,825 10,81,077

Travelling and Conveyance 33,87,635 26,40,375

Remuneration to Auditors

- Audit Fee 84,000 84,000

- Tax Audit Fee 25,000 25,000

- Tax Representation Fee 25,000 25,000

Directors Sitting Fee 7,000 6,000

Insurance 34,385 65,204

Books, Periodicals & Subcriptions 20,414 25,127

Annual Listing Fees 28,679 17,145

Commission to Collection Centres 25, 32,515 22,28,682

Professional Service Charges 85,36,223 67,76,186

Lab Testing Fee 39,58,914 30,01,598

Corporate & Gold Card Concessions and Discounts 2,06,53,455 2,39,34,013

Development Expenses 1,23,83,262 1,29,00,335

Other Expenses 1,24,41,518 1,28,22,895

Total 8,65,13,945 8,85,61,267

25 EXCEPTIONAL ITEMS

Loss on sale of Fixed Assets 8,47,816 5,11,834

Total 8,47,816 5,11,834

19

26. Contingent Liabilities not provided for : As at 31.03.2012 As at 31.03.2011

(Rupees) (Rupees)

Provident Fund interest demand 5,61,368 5,61,368

27. Managerial Remuneration:` 2011-2012 2010-2011

(Rupees) (Rupees)

Sri. N. Ravi Kumar, Manager (Designated as Chief Operating Officer) 2,82,700 2,56,200

28. Balances of Secured Loans, Sundry Debtors and Sundry Creditors, Loans and Advances payable or receivable are

subject to confirmations to be obtained from the parties.

29. Related Party Transactions :

As required by Accounting Standard - AS 18 “Related Party Disclosures” issued by The Institute of Chartered

Accountants of India, details of transactions of related parties with whom transactions have taken place during the

year are as follows:

a) Company on which presumed significant influence exists

Name of the Company : M/s. Standard Medical & Pharmaceuticals Ltd.

Nature of Relationship : Presumed significant influence

Nature of Transactions Volume (Rupees)

for the year for the year

ended 31.03.2012 ended 31.03.2011

Receiving Services (Rupees) (Rupees)

Sharing of Expenses - Net : 85,911 1,93,598

Amount Received - Net : 20,00,000 24,35,000

Amounts Outstanding as at the As at 31.03.2012 As at 31.03.2011

Balance sheet date (Rupees) (Rupees)

– Call Deposit : 3,08,18,305 3,18,18,305

– Advances (including balance in

current account) : 6,14,49,209 6,15,35,120

– Accrued Interest : 3,29,53,493 3,39,53,493

– Share Capital (credit) : (2,75,02,200) (2,75,02,200)

b) Key Management Personnel for the year for the year

ended 31.03.2012 ended 31.03.2011

N.Ravi Kumar, Manager (Disignated as Cheif Operating Officer) (Rupees) (Rupees)

Remuneration: 2,82,700 2,56,200

c) Disclosure regarding Loans & Advances in the nature of Loans to subsidiaries, associates, etc., and their

investments in shares of the Company, as required under clause 32 of Listing Agreement.

M/s Standard Medical & Pharmaceuticals Ltd. Balance Maximum Outstanding

(an associate Company and in which two Directors as at at any time during

of the Company are also Directors). 31.03.2012 the year ended

31.03.2012

(Rs. in Lakhs) (Rs. in Lakhs)

i) Call Deposits, Advances including balance in current account

together with interest thereon. 1252.21 1273.07

ii) Investment in Company's shares by the associate Company

(27,50,220 equity shares of Rs.10/- each) 275.02 275.02







Director Director

N RAVIKUMAR


20

30. As detailed in Note No.29, dues from M/s. Standard Medical & Pharmaceuticals Limited represents advances inconnection with spin-off and subsequent transactions. In view of the settlement arrangement reached with the saidCompany, no further interest is to be charged on the dues w.e.f. 1st April, 2004 and the said dues are to be repaid bythe said Company in a phased manner. The company is confident of recovery of the same and hence no provisionhas been made in the accounts.

31. The Company is engaged in the business of Diagnostic Services and related business. There are no other reportablebusiness segments.

32. Disclosure required by the AS-15 (Revised) - Employee Benefits.The Company adopted the revised Accounting Standard - 15 Employee Benefits. The details of the components ofnet benefit expenses recognised in the profit and loss account with regard to gratuity and amounts recognised in theBalance Sheet are given below.

a. Expenses Recognised in Statement of Profit & Loss: for the year for the year2011-2012 2010-2011

Amount (Rs.) Amount (Rs.)

Current Service Cost 1,96,327 2,20,180Interest Cost on benefit obligation 3,96,441 3,57,443Expected return on plan assets Nil NilNet Actuarial (gain) / loss recognized in the year (4,06,602) 3,59,979Past services cost Nil NilNet benefit expenses 1,86,166 9,37,602Actual return on plan assets NA NA

b. Changes in present value of the defined benefit obligation: As at As at31.03.2012 31.03.2011

Amount (Rs.) Amount (Rs.)

Opening defined benefit obligation 49,55,508 44,68,040Interest Cost 3,96,441 3,57,443Current Services Cost 1,96,327 2,20,180Benefits paid (17,01,740) (4,50,134)Actuarial (gains) / losses on obligation (4,06,602) 3,59,979Closing defined benefit obligation 34,39,934 49,55,508

c. Actuarial Assumptions:Salary Raise 6% 6%Discount Rate 8% 8%Attrition Rate 10% 6%Mortality Rate Table of LIC 1994-96 1994-96Retirement Age 58 Years 58 Years

33. There are no dues to Micro, Small & Medium Enterprises (MSME) as at the Balance Sheet date and no interest hasbeen paid to any such parties. This is based on the information on such parties having been identified on the basisof information available with the Company and relied upon by the Auditors. Hence Trade Payables in Note No. 8represent payable to creditors other than MSME.

Medinova Diagnostic SerMedinova Diagnostic SerMedinova Diagnostic SerMedinova Diagnostic SerMedinova Diagnostic Services Limitedvices Limitedvices Limitedvices Limitedvices LimitedRegistered Office : 6-3-652, "Kautilya", Somajiguda, Hyderabad-82.

NINETEENTH ANNUAL GENERAL MEETING

ATTENDANCE SLIPFolio No. :

Name :

Address :

Client ID : D.P. ID :

I hereby record my presence at the NINETEENTH ANNUAL GENERAL MEETING of the Company being held at

Hotel Green Park, Greenlands, Begumpet, Hyderabad at 11.30 A.M, on Friday, the 28th September, 2012.

Name of the Shareholder/Proxy* Signature of the Shareholder/Proxy*

Medinova Diagnostic SerMedinova Diagnostic SerMedinova Diagnostic SerMedinova Diagnostic SerMedinova Diagnostic Services Limitedvices Limitedvices Limitedvices Limitedvices LimitedRegistered Office : 6-3-652, "Kautilya", Somajiguda, Hyderabad-82.

NINETEENTH ANNUAL GENERAL MEETING

PROXY FORM

Folio No. :

I/We ________________________________________________________________ being a Member/Members of

MEDINOVA DIAGNOSTIC SERVICES LIMITED, hereby appoint __________________________________

of __________________________ in the district of _________________________________________ or failing him

_______________________________ of _________________________ in the district of ____________________ as

my/our Proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to beheld on Friday, the 28th September, 2012 or at any adjournment thereof.

Signed this __________________________ day of __________________ 2012.

Name _____________________________________

Address _____________________________________

_____________________________________

_____________________________________

N.B.: Proxy Form should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of

the Meeting. The Proxy need not be a Member of the Company. The form should be signed across the stamp as per specimen signature

registered with the Company.

* Strike out whichever is not applicable.

Affix Re. 1/-Revenue

Stamp

Signature

Please complete this slip andhand it over at the entrance ofthe Meeting Hall duly signed.

Client ID :

D.P. ID :

BOOK POST

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Medinova Diagnostic Services LimitedRegistered Office : 6-3-652, 'Kautilya',Somajiguda, Hyderabad - 500 082.

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